Summary

Exclusive licensee for pet market on 10 critical human drugs in development

Licensed, patent pending drugs have deployed $98 million in research

Drugs address top pet killers—leukemias, tumors, skin conditions

Healthy pet supplements developed at leading cancer research institute

E-com pet food launch planned for late 2020 into $6.8B high growth market

Founded by leading scientists; led by experienced high growth startup execs

Rare combo of veterinary medicine and pet food/supplements

Problem

Progress in veterinary medicine is slow

Cancer is the leading cause of death among dogs and cats. Almost 50% of dogs and 33% of cats over the age of 10 will die of cancer. Billions in research dollars have been spent to improve our own health, yet progress in veterinary medicine lags years behind the scientific breakthroughs seen in human health. This innovation gap between human science and veterinary medicine costs the lives of millions of beloved pets and is the primary reason Animal Life Sciences was founded.

Solution

Animal Life Sciences: applying human health innovations to pets

Animal Life Sciences is a nutritional and pharmaceutical development company focused on the licensing, development and commercialization of safe and effective treatments for cats and dogs suffering from some of the most deadly diseases. We were founded by leading scientists, clinicians and executives to create health care solutions for pets based on cutting-edge human cancer technologies.

Animal Life Sciences was founded by leading scientists, clinicians and executives with decades of experience in drug discovery and bringing products to the market.

Our strategy is to leverage the breakthrough advances in human drug development generated from leading cancer research institutions, by applying them to veterinary medicine under the guidance of our leading experts.

We plan to continue to expand our development pipeline by licensing more drug technologies and to utilize our scientific and clinical expertise to create a brand of scientifically engineered food products for direct distribution to pet owners across the globe.

Product

A holistic approach to animal health

Our products leverage advances in human drug development to improve pet health and science. We are currently developing advanced medicines to help address several pet diseases, as well as scientifically engineered supplements and food designed to promote pet health.

Traction

Focusing on veterinary health

We’ve licensed 10 different patent-pending medications designed to treat high frequency pet killers such as leukemia, and many forms of brain and other tumors, as well as topical treatments for many inflammatory skin conditions. To complement our drug portfolio, we are also in the process of creating a proprietary line of organic pet food & supplements, which are on track to go to market in late 2020. The basis of these developments are from partnerships with leading human and pet health research institutions including Moleculin Biotech, CNS Pharmaceuticals, WPD Pharmaceuticals, and others. With a strong scientific advisory board, we are exploiting years of research targeting human health to exclusively focus on pet health.

Customers

For vets and pet owners

Animal Life Sciences was founded to bridge the gap between human and veterinary science, particularly in the field of cancer. Our cutting edge drug candidates are being engineered to go after very aggressive cancers, while our pet food line is being developed to boost pets immune systems to help fight against these ugly diseases and to help maximize their long-term health.

Business model

Re-framing human health & research for pets

Our business model mirrors that of human drug development and research. With our current funding, we will continue to develop our portfolio of technologies to bring them to the global market and we will continue to develop our proprietary line of healthy pet food and supplements to help generate revenue for us to scale our distribution.

Market

Reaching 2 key markets

Animal Life Sciences capitalizes on two essential markets for pet owners. The first is medicine, which is valued at a market rate of $15.51B annually. The second is pet food, which is a $29.88B market. Over 68% of U.S. households own pets, and spend $70B+ annually on their pets.

Competition

Revolutionizing pet health research

Animal Life Sciences is utilizing cutting edge cancer research in humans to understand how best to address pet health issues. With our dual lines of medication and food, we occupy a unique position in the pet health industry and can provide an in depth understanding of pet health from a disease research perspective, as opposed to dietary research.

Vision

A new approach to pet disease prevention and treatment

Our ultimate goal is to help prevent and treat life-threatening diseases such as cancer in pets. Moving forward, we plan to use our scientific and clinical expertise to create a brand of scientifically engineered food products for direct distribution to pet owners across the globe. In addition to global distribution, we plan to finalize our drug development and to expand our development pipeline by licensing more drug technologies in the future.

Founders

Founded by leading scientist

Dr. Priebe is a Professor of Medicinal Chemistry in the Department of Experimental Therapeutics at MD Anderson Cancer Center. He is the inventor of more than 50 patents, the author of more than 200 scientific publications, and discoverer of five drugs that have reached clinical studies in humans. As the founder or founding scientist of 6 pharmaceutical companies, including three listed on Nasdaq, Dr. Priebe has been integral in advancing multiple drugs through the preclinical pipeline and clinical development. Notably, Dr. Priebe was one of the founding scientists of Reata Pharmaceuticals, a $3 Billion Nasdaq listed company.

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Deal terms

Minimum investment

$250

The smallest investment amount that Animal Life Sciences is accepting.
Learn more

Crowd SPA (Stock Purchase Agreement) is a simple agreement to acquire an ownership
stake in a corporation.

Valuation

$6,500,000

The stated valuation of the company before any subscriptions are taken in to account. Each dollar invested in Animal Life Sciences will increase the valuation by that same amount, assuming the offering is successful.
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Animal Life Sciences Team

Everyone helping build Animal Life Sciences, not limited to employees

Terry Tognietti

CEO

P&G, then in 1987 Co-Founder, Co-CEO/President of The Drypers Corp-Entrepreneur of the Year and Inc magazine cover in 1994 (fastest growing privately held company in America). ’98-current helped multiple co’s build multi-million brands.

Grad UC Davis; past Pres American Coll. Veterinary Dermatology, w/practice in Calif. Published and lectures extensively. awarded the DVM Pharmaceutical Award of Excellence and the Frank Král award for his contributions to veterinary dermatology

Dr. Arthur Swiergiel

Scientific Advisory Board Member

Dept head of Animal & Human Physiology, Univ of Gdansk, Poland. Doctorate from Sidney Sussex College of Cambridge University. Worked as a consultant for Science Diets and has authored or co-authored over two hundred scientific publications.

Risks

The Company is dependent on certain key personnel in order to conduct its operations and execute its business plan, however, the Company has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, if any of these personnel die or become disabled, the Company will not receive any compensation to assist with such person’s absence. The loss of such person could negatively affect the Company and its operations. We have no way to guarantee key personnel will stay with the Company, as many states do not enforce non-competition agreements, and therefore acquiring key man insurance will not ameliorate all of the risk of relying on key personnel.

The Company may not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes Oxley Act of 2002. As a privately-held (non-public) Company, the Company is currently not subject to the Sarbanes Oxley Act of 2002, and it's financial and disclosure controls and procedures reflect its status as a development stage, non-public company. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of the Company's financial and disclosure controls and procedures. If it were necessary to implement such financial and disclosure controls and procedures, the cost to the Company of such compliance could be substantial and could have a material adverse effect on the Company's results of operations.

You should not rely on the fact that our Form C is accessible through the U.S. Securities and Exchange Commission’s EDGAR filing system as an approval, endorsement or guarantee of compliance as it related to this Offering.

The securities being offered have not been registered under the Securities Act of 1933 (the "Securities Act"), in reliance, among other exemptions, on the exemptive provisions of article 4(2) of the Securities Act and Regulation D under the Securities Act. Similar reliance has been placed on apparently available exemptions from securities registration or qualification requirements under applicable state securities laws. No assurance can be given that any offering currently qualifies or will continue to qualify under one or more of such exemptive provisions due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. If, and to the extent that, claims or suits for rescission are brought and successfully concluded for failure to register any offering or other offerings or for acts or omissions constituting offenses under the Securities Act, the Securities Exchange Act of 1934, or applicable state securities laws, the Company could be materially adversely affected, jeopardizing the Company's ability to operate successfully. Furthermore, the human and capital resources of the Company could be adversely affected by the need to defend actions under these laws, even if the Company is ultimately successful in its defense.
Compliance with the criteria for securing exemptions under federal securities laws and the securities laws of the various states is extremely complex, especially in respect of those exemptions affording flexibility and the elimination of trading restrictions in respect of securities received in exempt transactions and subsequently disposed of without registration under the Securities Act or state securities laws.

Unless the Company has agreed to a specific use of the proceeds from an offering, the Company's management will have considerable discretion over the use of proceeds from their offering. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.

The Company may extend the Offering deadline beyond what is currently stated herein. This means that your investment may continue to be held in escrow while the Company attempts to raise the Minimum Amount even after the Offering deadline stated herein is reached. While you have the right to cancel your investment in the event the Company extends the Offering, if you choose to reconfirm your investment, your investment will not be accruing interest during this time and will simply be held until such time as the new Offering deadline is reached without the Company receiving the Minimum Amount, at which time it will be returned to you without interest or deduction, or the Company receives the Minimum Amount, at which time it will be released to the Company to be used as set forth herein. Upon or shortly after release of such funds to the Company, the Securities will be issued and distributed to you. The Company may also end the Offering early; if the Offering reaches its target Offering amount after 21-calendary days but before the deadline, the Company can end the Offering with 5 business day’s notice. This means your failure to participate in the Offering in a timely manner, may prevent you from being able to participate – it also means the Company may limit the amount of capital it can raise during the Offering by ending it early.

If the Company meets certain terms and conditions an intermediate close of the Offering can occur, which will allow the Company to draw down on half of the proceeds of the Offering committed and captured during the relevant period. The Company may choose to continue the Offering thereafter. Investors should be mindful that this means they can make multiple investment commitments in the Offering, which may be subject to different cancellation rights. For example, if an intermediate close occurs and later a material change occurs as the Offering continues, Investors previously closed upon will not have the right to re-confirm their investment as it will be deemed completed.

We intend to use the proceeds from this offering to pay for the initial development and marketing of our Nutritional pet products as well as for working capital purposes. We will continue to require substantial additional capital to continue any clinical development of our Pharmaceutical pet products and commercialization activities. Because successful development of our product candidates is uncertain, we are unable to estimate the actual amount of funding we will require to complete research and development and commercialize our products under development.
The amount and timing of our future funding requirements will depend on many factors, including but not limited to:
• whether our plan for clinical trials will be completed on a timely basis;
• the outcome, costs and timing of seeking and obtaining FDA and any other regulatory approvals;
• the costs associated with securing and establishing commercialization and manufacturing capabilities;
• market acceptance of our product candidates;
• the costs of acquiring, licensing or investing in businesses, products, product candidates and technologies;
• our ability to maintain, expand and enforce the scope of our intellectual property portfolio, including the amount and timing of any payments we may be required to make, or that we may receive, in connection with the licensing, filing, prosecution, defense and enforcement of any patents or other intellectual property rights;
• our need and ability to hire additional management and scientific and medical personnel;
• the effect of competing drug candidates and new product approvals;
• our need to implement additional internal systems and infrastructure, including financial and reporting systems; and
• the economic and other terms, timing of and success of our existing licensing arrangements and any collaboration, licensing or other arrangements into which we may enter in the future.
Some of these factors are outside of our control. We may seek additional funding through a combination of equity offerings, debt financings, government or other third­party funding, commercialization, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements. Additional funding may not be available to us on acceptable terms or at all. In addition, the terms of any financing may adversely affect the holdings or the rights of our stockholders.
If we are unable to obtain funding on a timely basis, we may be required to significantly curtail one or more of our research or development programs. We also could be required to seek funds through arrangements with collaborative partners or otherwise that may require us to relinquish rights to some of our technologies or product candidates or otherwise agree to terms unfavorable to us.

To date, we have devoted most of our financial resources to corporate overhead. We have not generated any revenues from product sales. We expect to continue to incur losses for the foreseeable future, and we expect these losses to increase as we continue our development of, and seek regulatory approvals for any of our products. These net losses and negative cash flows have had, and will continue to have, an adverse effect on our stockholders’ equity and working capital.
Because of the numerous risks and uncertainties associated with pharmaceutical product development, we are unable to accurately predict the timing or amount of increased expenses or when, or if, we will be able to achieve profitability. In addition, our expenses could increase if we are required by the FDA to perform studies or trials in addition to those currently expected, or if there are any delays in completing our clinical trials or the development of any of our drug candidates. The amount of future net losses will depend, in part, on the rate of future growth of our expenses and our ability to generate revenues.

We are a company with no operating history. Our operations to date have been limited to acquiring our technology portfolio. We have not yet commenced any clinical trials or obtained any regulatory approvals for any of our product candidates. Consequently, any predictions made about our future success or viability may not be as accurate as they could be if we had a longer operating history or approved products on the market. Our operating results are expected to significantly fluctuate from quarter­to­quarter or year­to­year due to a variety of factors, many of which are beyond our control. Factors relating to our business that may contribute to these fluctuations include:
• any delays in regulatory review and approval of our product candidates in clinical development, including our ability to receive approval from the FDA;
• delays in the commencement, enrollment and timing of clinical trials;
• the success of our clinical trials through all phases of clinical development;
• potential side effects of our product candidate that could delay or prevent approval or cause an approved drug to be taken off the market;
• our ability to obtain additional funding to develop drug candidates;
• competition from existing products or new products that continue to emerge;
• our ability to adhere to clinical trial requirements directly or with third parties such as contract research organizations (CROs);
• our ability to establish or maintain collaborations, licensing or other arrangements;
• our ability to defend against any challenges to our intellectual property including, claims of patent infringement;
• our ability to enforce our intellectual property rights against potential competitors;
• our ability to secure additional intellectual property protection for our developing drug candidates and associated technologies;
• our ability to attract and retain key personnel to manage our business effectively; and
• potential product liability claims.
These factors are our best estimates of possible factors, but cannot be considered a complete recitation of possible factors that could affect the Company. Accordingly, the results of any historical quarterly or annual periods should not be relied upon as indications of future operating performance.

If any of our product candidates receives marketing approval and we or others later identify undesirable or unacceptable side effects caused by such products:
• regulatory authorities may require the addition of labeling statements, specific warnings, a contraindication or field alerts to physicians and pharmacies;
• we may be required to change instructions regarding the way the product is administered, conduct additional clinical trials or change the labeling of the product;
• we may be subject to limitations on how we may promote the product;
• sales of the product may decrease significantly;
• regulatory authorities may require us to take our approved product off the market;
• we may be subject to litigation or product liability claims; and
• our reputation may suffer.
Any of these events could prevent us or our potential future collaborators from achieving or maintaining market acceptance of the affected product or could substantially increase commercialization costs and expenses, which in turn could delay or prevent us from generating significant revenues from the sale of our products.

The evaluation of our products and product candidates in target animals is required to develop, formulate and commercialize our products and product candidates. Although our animal testing will be subject to GLPs and GCPs, as applicable, animal testing in the human pharmaceutical industry and in other industries continues to be the subject of controversy and adverse publicity. Some organizations and individuals have sought to ban animal testing or encourage the adoption of additional regulations applicable to animal testing. To the extent that such bans or regulations are imposed, our research and development activities, and by extension our operating results and financial condition, could be harmed. In addition, negative publicity about animal practices by us or in our industry could harm our reputation among potential customers.

If, in the future, our prescription drug product candidates are approved by regulatory authorities, we may market or advertise them only in the specific species and for treatment of the specific indications for which they were approved, which could limit use of the products by veterinarians and animal owners. We intend to develop, promote and commercialize approved products for other animals and new treatment indications in the future, but we cannot be certain whether or at what additional time and expense we will be able to do so. If we do not obtain marketing approvals for other species or for new indications, our ability to expand our business may be harmed.

It is very difficult to estimate the commercial potential of any of our future products because of the emerging nature of our industry as a whole. The animal health market continues to evolve and it is difficult to predict the market potential for our future products. The market will depend on important factors such as safety and efficacy compared to other available treatments, changing standards of care, preferences of veterinarians, the willingness of companion and production animal owners to pay for such products, and the availability of competitive alternatives that may emerge either during the product development process or after commercial introduction. If the market potential for our future products is less than we anticipate due to one or more of these factors, it could negatively impact our business, financial condition and results of operations. Further, the willingness of companion and production animal owners to pay for our future products may be less than we anticipate, and may be negatively affected by overall economic conditions. The current penetration of animal insurance in the United States is low, animal owners are likely to have to pay out-of-pocket, and such owners may not be willing or able to pay for our products.

We do not have any manufacturing capabilities and we do not intend to manufacture the pharmaceutical and nutritional products that we plan to sell. We will be completely dependent on third­party manufacturers for compliance with the requirements of U.S. and non­U.S. regulators for the manufacture of our finished products. If our manufacturers cannot successfully manufacture material that conform to our specifications and the FDA’ s current good manufacturing practice standards, or cGMP, and other requirements of any governmental agency whose jurisdiction to which we are subject, our product candidates will not be approved or, if already approved, may be subject to recalls. Reliance on third­party manufacturers entails risks to which we would not be subject if we manufactured our product candidates, including:
• the possibility that we are unable to enter into a manufacturing agreement with a third party to manufacture our product candidates;
• the possible breach of the manufacturing agreements by the third parties because of factors beyond our control; and
• the possibility of termination or nonrenewal of the agreements by the third parties before we are able to arrange for a qualified replacement third­party manufacturer.
Any of these factors could cause the delay of approval or commercialization of our product candidates, cause us to incur higher costs or prevent us from commercializing our product candidates successfully. Furthermore, if any of our product candidates are approved and contract manufacturers fail to deliver the required commercial quantities of finished product on a timely basis at commercially reasonable prices and we are unable to find one or more replacement manufacturers capable of production at a substantially equivalent cost, in substantially equivalent volumes and quality and on a timely basis, we would likely be unable to meet demand for our products and could lose potential revenue. It may take several years to establish an alternative source of supply for our product candidates and to have any such new source approved by the government agencies that regulate our products.

We have no sales, marketing or distribution experience. To develop sales, distribution and marketing capabilities, we will have to invest significant amounts of financial and management resources, some of which will need to be committed prior to any confirmation that any of our product candidates will be approved by the FDA. For product candidates where we decide to perform sales, marketing and distribution functions ourselves or through third parties, we could face a number of additional risks, including that we or our third­party sales collaborators may not be able to build and maintain an effective marketing or sales force. If we use third parties to market and sell our products, we may have limited or no control over their sales, marketing and distribution activities on which our future revenues may depend.

Because developing pharmaceutical products, conducting clinical trials, obtaining regulatory approval, establishing manufacturing capabilities and marketing approved products are expensive, we may seek to enter into collaborations with companies that have more experience. Additionally, if any of our product candidates receives marketing approval, we may enter into sales and marketing arrangements with third parties with respect to our unlicensed territories. If we are unable to enter into arrangements on acceptable terms, if at all, we may be unable to effectively market and sell our products in our target markets. We expect to face competition in seeking appropriate collaborators. Moreover, collaboration arrangements are complex and time consuming to negotiate, document and implement and they may require substantial resources to maintain. We may not be successful in our efforts to establish and implement collaborations or other alternative arrangements for the development of our product candidates.
One or more of our collaboration partners may not devote sufficient resources to the commercialization of our product candidates or may otherwise fail in their commercialization. The terms of any collaboration or other arrangement that we establish may contain provisions that are not favorable to us. In addition, any collaboration that we enter into may be unsuccessful in the development and commercialization of our product candidates. In some cases, we may be responsible for continuing pre-clinical and initial clinical development of a product candidate or research program under a collaboration arrangement, and the payment we receive from our collaboration partner may be insufficient to cover the cost of this development. If we are unable to reach agreements with suitable collaborators for our product candidates, we would face increased costs, we may be forced to limit the number of our product candidates we can commercially develop or the territories in which we commercialize them. As a result, we might fail to commercialize products or programs for which a suitable collaborator cannot be found. If we fail to achieve successful collaborations, our operating results and financial condition could be materially and adversely affected.

The biotechnology and pharmaceutical industries are intensely competitive and subject to rapid and significant technological change. We have competitors in the United States, Europe and other jurisdictions, including major multinational pharmaceutical companies, established biotechnology companies, specialty pharmaceutical and generic drug companies and universities and other research institutions. Many of our competitors have greater financial and other resources, such as larger research and development staff and more experienced marketing and manufacturing organizations than we do. Large pharmaceutical companies, in particular, have extensive experience in clinical testing, obtaining regulatory approvals, and manufacturing pharmaceutical products. These companies also have significantly greater research, sales and marketing capabilities and collaborative arrangements in our target markets with leading companies and research institutions. Established pharmaceutical companies may also invest heavily to accelerate discovery and development of novel compounds or to in­license novel compounds that could make the product candidates that we develop obsolete. As a result of all of these factors, our competitors may succeed in obtaining patent protection and/or FDA approval or discovering, developing and commercializing drugs for the diseases that we are targeting before we do or may develop drugs that are deemed to be more effective or gain greater market acceptance than ours. Smaller or early­stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large, established companies. In addition, many universities and private and public research institutes may become active in our target disease areas. Our competitors may succeed in developing, acquiring or licensing on an exclusive basis, technologies and drug products that are more effective or less costly than any of our product candidates that we are currently developing or that we may develop, which could render our products obsolete or noncompetitive.
If our competitors market products that are more effective, safer or less expensive or that reach the market sooner than our future products, if any, we may not achieve commercial success. In addition, because of our limited resources, it may be difficult for us to stay abreast of the rapid changes in each technology. If we fail to stay at the forefront of technological change, we may be unable to compete effectively. Technological advances or products developed by our competitors may render our technologies or product candidates obsolete, less competitive or not economical.

We may from time to time seek to enforce our intellectual property rights against infringers when we determine that a successful outcome is probable and may lead to an increase in the value of the intellectual property. If we choose to enforce our patent rights against a party, then that individual or company has the right to ask the court to rule that such patents are invalid or should not be enforced. Additionally, the validity of our patents and the patents we have licensed may be challenged if a petition for post grant proceedings such as inter­partes review and post grant review is filed within the statutorily applicable time with the U.S. Patent and Trademark Office (USPTO). These lawsuits and proceedings are expensive and would consume time and resources and divert the attention of managerial and scientific personnel even if we were successful in stopping the infringement of such patents. In addition, there is a risk that the court will decide that such patents are not valid and that we do not have the right to stop the other party from using the inventions. There is also the risk that, even if the validity of such patents is upheld, the court will refuse to stop the other party on the ground that such other party’ s activities do not infringe our intellectual property rights. In addition, in recent years the U.S. Supreme Court modified some tests used by the USPTO in granting patents over the past 20 years, which may decrease the likelihood that we will be able to obtain patents and increase the likelihood of a challenge of any patents we obtain or license.

As is common in the biotechnology and pharmaceutical industries, we may employ individuals who were previously employed at other biotechnology or pharmaceutical companies, including our competitors or potential competitors. We may be subject to claims that these employees, or we, have used or disclosed trade secrets or other proprietary information of their former employers. Litigation may be necessary to defend against these claims. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management.

We rely on trade secrets to protect our proprietary technologies, especially where we do not believe patent protection is appropriate or obtainable. However, trade secrets are difficult to protect. We rely in part on confidentiality agreements with our employees, consultants, outside scientific collaborators, and other advisors to protect our trade secrets and other proprietary information. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover our trade secrets and proprietary information. Costly and time­consuming litigation could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

We currently have no full­time and 3 part­time employees who serve as contractors. As we advance our Nutritional pet products through development and approval and our Pharmaceutical pet product candidates through pre-clinical studies and clinical trials, we will need to increase our product development, scientific and administrative headcount to manage these programs. In addition, to meet our obligations as a public company, if we choose to become a public company, we may need to increase our general and administrative capabilities. Our management, personnel and systems currently in place may not be adequate to support this future growth. If we are unable to successfully manage this growth and increased complexity of operations, our business may be adversely affected.

We may not be able to attract or retain qualified management, finance, scientific and clinical personnel and consultants due to the intense competition for qualified personnel and consultants among biotechnology, pharmaceutical and other businesses. If we are not able to attract and retain necessary personnel and consultants to accomplish our business objectives, we may experience constraints that will significantly impede the achievement of our development objectives, our ability to raise additional capital and our ability to implement our business strategy.
We are highly dependent on the development, regulatory, commercialization and business development expertise of our management team, key employees and consultants. If we lose one or more of our executive officers or key employees or consultants, our ability to implement our business strategy successfully could be seriously harmed. Any of our executive officers or key employees or consultants may terminate their employment at any time. Replacing executive officers, key employees and consultants may be difficult and may take an extended period of time because of the limited number of individuals in our industry with the breadth of skills and experience required to develop, gain regulatory approval of and commercialize products successfully. Competition to hire and retain employees and consultants from this limited pool is intense, and we may be unable to hire, train, retain or motivate these additional key personnel and consultants. Our failure to retain key personnel or consultants could materially harm our business.
In addition, we have scientific and clinical advisors and consultants who assist us in formulating our research, development and clinical strategies. These advisors are not our employees and may have commitments to, or consulting or advisory contracts with, other entities that may limit their availability to us and typically they will not enter into non­compete agreements with us. If a conflict of interest arises between their work for us and their work for another entity, we may lose their services. In addition, our advisors may have arrangements with other companies to assist those companies in developing products or technologies that may compete with ours.

We do not carry insurance for all categories of risk that our business may encounter. In particular, we do not carry product liability insurance covering any clinical trials liability that we may incur. Although we intend to obtain such insurance before we commence any clinical trials, there can be no assurance that we will secure adequate insurance coverage or that any such insurance coverage will be sufficient to protect our operations to significant potential liability in the future. Any significant uninsured liability may require us to pay substantial amounts, which would adversely affect our financial position and results of operations.

With regard to the supply of materials to be used in our business, we do not expect to source a significant amount of materials directly from China, therefore, the recent coronavirus outbreak in China should not have an impact on the availability of such of materials to be used in our business. However, the general decline in business opertions in the United States due to the spread of the coronavirus in this country could have a potential negative impact on our sources of supply as well as the demand for our products at such time as we are ready to bring our products to market.

The Company is incorporated in and licensed to do business in the State of Nevada. The Company does not have its own physical office at any location. However, the Company’s address of record is the office of one of its officers who is located in the State of Texas. Based on this informal arrangement, the Company has elected not to register to conduct business in the State of Texas. Prior to the closing of this offering, however, the Company undertakes to register to conduct business in the State of Texas.

The Company is only required to sell $100,000 in Securities to complete this offering. As such, there can be no assurance that the Company will successfully raise more than $100,000 in this offering. The success of this offering will impact, in large part, the Company’s ability to implement its business plan. If the Company sells only the minimum number of Securities, yielding minimal gross proceeds, it may be unable to sufficiently fund operations or fully execute on its business plan. This could potentially result in a material adverse effect on its business, prospects, financial condition and results of operations.
In addition, the Company may conduct an initial closing upon reaching at least two times the Target Amount. The Company may only conduct closings before the Offering Deadline if: (i) the amount of investment commitments made exceeds two times the amount committed at the time of the last close and at the time of the next close; and (ii) more than twenty-one (21) days remain before the Offering Deadline. If the Company chooses to conduct multiple closing, investors in the earlier closings will be investing in an entity that has less capital than investors in later closings.

In order to better manage its cap table, the Company has elected to exclusively accept investment commitments in the offering through custodial accounts managed by the escrow agent, Prime Trust, LLC. Therefore, to make an investment commitment, a prospective Investor must make a custodial account with Prime Trust and subscribe to the offering in a manner that appoints Prime Trust, LLC as their custodian. While Investors will be able to receive a full refund if their consideration if they cancel their investment commitment, if the Investor wishes to transfer the Company common stock purchased in this offering out of the Prime Trust custodial account, they may incur a fee.

You should be aware of the long-term nature of this investment. There is not now and likely will not be in the near future a public market for the Company’s common stock. Because the common stock being offered has not been registered under the Securities Act or under the securities laws of any state or non-United States jurisdiction, the common stock as transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the Securities Act or other securities laws will be affected. Limitations on the transfer of the common stock may also adversely affect the price that you might be able to obtain for the common stock in a private sale. Investors should be aware of the long-term nature of their investment in the Company. Each Investor in this Offering will be required to represent that it is purchasing the Securities for its own account, for investment purposes and not with a view to resale or distribution thereof.

The Company common stock being offering will be subject to dilution. The Company intends to issue additional equity to employees and third-party financing sources in amounts that are uncertain at this time, and as a consequence holders of common stock will be subject to dilution in an unpredictable amount. Such dilution will reduce the purchaser’s control and economic interests in the Company.
The amount of additional financing needed by Company will depend upon several contingencies not foreseen at the time of this offering. Each such round of financing (whether from the Company or other investors) is typically intended to provide the Company with enough capital to reach the next major corporate milestone. If the funds are not sufficient, Company may have to raise additional capital at a price unfavorable to the existing investors, including the purchaser. The availability of capital is at least partially a function of capital market conditions that are beyond the control of the Company. There can be no assurance that the Company will be able to predict accurately the future capital requirements necessary for success or that additional funds will be available from any source. Failure to obtain such financing on favorable terms could dilute or otherwise severely impair the value of the purchaser’s Company securities.

The offering price was not established in a competitive market. We have arbitrarily set the price of the Securities with reference to the general status of the securities market and other relevant factors. The Offering price for the Securities should not be considered an indication of the actual value of the Securities and is not based on our net worth or prior earnings. We cannot assure you that the Securities could be resold by you at the Offering price or at any other price.

Immediately following the completion of this offering, and assuming we complete the maximum offering, the Company’s executive officers and directors will hold, in the aggregate, approximately 61.4% of the Company’s outstanding common stock. As a result, these stockholders will be able to influence our management and affairs and control the outcome of matters submitted to stockholders for approval, including the election of directors and any sale, merger, consolidation, or sale of all or substantially all of the Company’s assets.
These stockholders acquired their shares of common stock for substantially less than the price of the shares of common stock being acquired in this offering, and these stockholders may have interests, with respect to their common stock, that are different from those of investors in this offering and the concentration of voting power among one or more of these stockholders may have an adverse effect on the value of the common stock being purchased.
In addition, this concentration of ownership might adversely affect the Company by: (1) delaying, deferring or preventing a change of control of the Company; (2) impeding a merger, consolidation, takeover or other business combination involving the Company; or (3) discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company.

In order to better manage its cap table, the Company has elected to exclusively accept investment commitments in the Offering through custodial accounts managed by the escrow agent, Prime Trust, LLC. Therefore, to make an investment commitment, a prospective Investor must make a custodial account with Prime Trust and subscribe to the Offering in a manner that appoints Prime Trust, LLC as their custodian. While Investors will be able to receive a full refund if their consideration if they cancel their investment commitment, if the Investor wishes to transfer a purchased Security out of the Prime Trust custodial account, they may incur a fee.

The beneficial interest in the Omnibus Common Stock Investment Agreement does not entitle Investors, excluding Prime Trust as the custodian and trustee, to any voting, information or inspection rights with respect to the Company, aside from any disclosure the Company is required to make under relevant securities regulations, nor are Investors entitled to exchange the beneficial interest for Common Stock. Prime Trust as the custodian and trustee shall vote, execute consents, and otherwise make elections pursuant to the terms of the Omnibus Common Stock Investment Agreement in its sole and absolute discretion. Investors should carefully review the Subscription Agreement for Omnibus Common Stock Investment Agreement to understand the risks inherent in this investment vehicle.

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